Unhappily Ever After (Re-Written)
by KayGamr
Summary: A story about the Doctor and his companion Kay. Lots of drama and sadness. Horrible summary, good story. DISCLAIMER: I DO NOT OWN DOCTOR WHO, ANY OF ITS CHARACTERS, SETTINGS, OR STORYLINES. I ONLY OWN KAY AND THE STORY I HAVE CREATED FOR HER.


The Doctor sighed, slightly annoyed, as he exited the TARDIS, closing and locking the doors behind him.

"Do we really have to be here?" , he asked, glancing around at his new surroundings. Kay sighed, taking his hand.

"My mom really wanted to see us. We don't visit her much, come on." , the girl tried to reason, as they walked towards her grandfather's house, squeezing past several people. Her family were having a yard sale, and several people had turned up to view their wares. Kay didn't quite know why her mother had asked her to visit on this particular day, especially during a yard sale, but she was beginning to think that her visit was going to involve helping her family move things.

The Doctor grimaced as women began to take notice of him, stopping whatever they were doing to stare. Kay chuckled and squeezed his hand, pulling him into the house. Her grandfather's estate was a large one, a mansion, you could probably call it. The only reason he could afford such a house was due to the money he had saved, working in a coal mine and eventually at his own towing service. But just because his house was nice, didn't mean that he was. He was somewhat of a nasty old man, and Kay had never gotten close to him. She was somewhat surprised at the fact that they were having the yard sale here. Her family didn't really like him either. Maybe it was because his yard was so big...

"BABY!" , Kay's mother screamed, running to them as they entered the house. The woman enveloped the Doctor and his companion in a huge hug, squeezing the air out of the both of them.

"Mom. MOM!" Kay giggled, trying to pull away. Her mother finally let go, looking a bit embarrassed. The Doctor frowned deeply until Kay elbowed him hard in his side, causing him to change his expression to that of a smile, albeit a pain filled one.

"Was that really necessary?" , he asked through his teeth, still holding his fake smile.

"Yes. Yes it was." , she answered, hugging the rest of her family.

"Is this the time traveler , then?" her grandmother asked, coming into the room with a huge smile on her face. Kay's face lit up as she raced over to her grandmother.

"Grandma!", she giggled, hugging her tightly. "Yes, this is the Doctor." She glowed, inviting him over. He took the old woman's hand in his and grinned.

"'Ello, miss. Kay has spoken nothing but pleasant things about you. And might I say that you look much younger than she described." , he said, pouring it on a bit thick. Kay's grandmother chuckled and waved her hand in his face.

"Oh, lies. I look nothing of the sort." , she refused, stepping away to sit down at a nearby table.

A few hours later, Kay and the Doctor had been enlisted in helping move goods that were to be moved from cars to the tables in the yard. It proved to be an extremely boring job, but Kay was happy, so long as the Doctor was there. Several times that day, she had caught herself thinking about the years before the Doctor. Boring, depressing years. He had saved her from herself. Before he had come, she had almost ended her own life. But he had saved her. Showed her that there were so many things to live for.

At some point, she and her mother decided to take a quick break and retired to the shade of the living room. They chatted idly for a while, occasionally discussing the recent adventures that Kay had been on with the Doctor. Her family looked on in awe as she described space to them.

"Can I come with you guys?" , her cousin asked, smiling hopefully. Kay sighed, trying her best to be gentle.

"I'm sorry.. The Doctor is very picky about who he brings onto his TARDIS. If I had my way, you would come with us though." , she finished bringing the smile back to his momentarily sad face. It was a few moments later that Kay realized she hadn't seen the Doctor for some time. He had stepped away earlier, saying that he needed to take a break and be alone for awhile. She didn't protest due to the look on his face. He was obviously upset over something, and Kay didn't like it. Not one bit. He was never this upset over anything. Kay started to get nervous, glancing over at the door every now and then.

"Mom, have you seen the Doctor since he stepped away?" , Kay asked, chewing her lip nervously.

"..No, I haven't sweetie..Is something wrong?" , she asked , worry making itself noticeable on her usually pleasant face.

"I-I'm not sure. He's been upset all day. He usually never like t-" , she was cut off by the whirring of the TARDIS.

"No.." , she whispered, getting up quickly and dashing out the front door and sprinting to the spot where they had parked the TARDIS. By the time she got there, it was gone. "No no no no... NO!" , she screamed, falling to the ground as tears pricked at her eyes. "No..Please Doctor no.." She whispered over and over.

"What happened?" , her cousin Caleb asked, running over.

"The Doctor is gone. He left without me. The Doctor is gone." , she repeated, letting the feelings sink in.

"...W-what?" he stuttered, shocked. "B-But he can't do that , you guys were like a couple or something!" , he yelled, causing the few people who weren't staring to look their way.

Kay collapsed the rest of the way to the ground, covering her face as she began crying. She was quiet at first, but eventually her quiet whimpers turned to racking sobs and choking breaths. Her mother managed to usher away the gawking crowd, then pull her grief stricken daughter into the house, where Kay fell onto the couch, continuing her wails.

The Doctor stepped away from his controls as the TARDIS floated peacefully through space, his face emotionless. He had left her. Just like all the others. Without a warning, no less. Without any explanation. Just..left her.

At least she's with her family. She's supposed to be with her family, he thought, trying to justify his actions for himself. He sank onto the floor of the TARDIS, staring ahead blankly. The TARDIS was so quiet. No laughter or loud conversations. It was...eerie.

It was a while before he realized it, but his hearts were beginning to ache. Sadness was seeping into his being. He closed his eyes tightly, willing away the oncoming tears, as he held his face in his hands.

No. He couldn't let this affect him. Things happened. He had lost plenty of companions before. This too, would pass. He stood shakily and began to walk through the TARDIS's many rooms, trying to clear his mind, which was proving to be increasingly difficult. He stopped in his tracks as he stepped into one of the bedrooms. On the bed, was a black jacket. A girl's jacket. Kay's jacket.

He stepped over to the bed slowly, and picked up the article of clothing. He stared at it for a while, just holding it in his hands. He could still smell her on it. When this occurred to him, his stomach lurched, bringing the tears back to his eyes. This time he let them fall. This time he would cry. He wouldn't hold it in like all the other times. He wouldn't pretend to be strong. He wouldn't pretend to be some unfeeling god. All those times spent with human companions had affected him. Made him, somewhat human. And he wasn't ashamed of it.

He crawled onto the bed and curled up in a ball, clutching the jacket close to his chest as the tears fell rapidly. His mind wandered to times where he could have told the young girl that he loved her. So many times he could have said those three simple words, but hadn't. He regretted it so much. So very much. How he longed to say those words now. Longed to pour his soul into them and show her, with every fiber of his being, that it was true. What a stupid old man he was. Never again, he promised. Never again.

When he finally rose, he knew what he had to do. He had to go back. He didn't know what he was going to do when he got there. But he was going back.

Kay lay on her bed in her old room, staring at the ceiling.

She couldn't cry anymore. She had cried out every tear that she had. She just...stared. Pain raked itself through her chest, settling in her heart.

"You should have wiped my memory, Doctor." she whispered out loud to herself. "I could do without these pesky memories." Her face nearly like stone, unblinking.

It was getting late. Her parents would probably be going to bed soon. She knew that her mother felt sorry for her, but she could tell that at least a tiny bit of her mother was glad that her daughter was home, safe and sound. When she had arrived, her father had hugged her tightly, so glad that she was home. She had merely muttered a "Hello, dad.." , before stalking off to her room. She hadn't left since.

She eventually stood and went to her window, looking out at the starry night sky. The cool autumn breeze wound its way into her room and blew her dark hair away from her face, causing her to shiver. She was usually looking down from those beautiful stars, rather then looking up at them. The loneliness she had felt since the Doctor left heightened then, causing her to gasp and close her eyes tightly. If she had had any more tears left, they would be spilling from her eyes like waterfalls at that moment. A second later, she heard her door creak open as her mother stepped into her room.

"How are you feeling, sweetheart?" , she asked, worry and affection caressing her face. Kay was silent, staring out the window. She didn't want to speak to anyone then. She didn't really want to speak to anyone ever.

"Well...I'm going to bed now. Sleep well, honey." And with that, she left the room, closing the door behind her with another loud creak.

An hour or so later, a plan began to form in Kay's tired, shaken, and grief wrought mind. A plan that she had thought of once before, but had never gotten around to. But this time, she intended to go through with it. Most definitely.

It was around 3 AM when the TARDIS appeared in Kay's front yard.

He ran to the front door and began knocking loudly, knowing that either Kay or her parents would come to check. A few minutes later, her mother appeared at the door, looking more than a little annoyed, but her face soon changed to one of shock.

"D-Doctor?! WHERE HAVE YOU BEEN YOU STUPID MARTIAN, MY DAUGHTER CRIED HER EYES OUT OVER YOU!" , she screamed. The Doctor swallowed painfully.

"I'm sorry Mandy. But I'm back now. Where's Kay? I need to speak with her immediately." he urged, shifting his weight from foot to foot anxiously.

"She's upstairs." , her mother replied, coldly. The Doctor nodded thankfully and raced inside as Kay's mother moved away from the doorway and let him in. As he was halfway up the stairs there was a large crash from Kay's room and he stopped dead in his tracks.

"...What was that?" , Mandy asked, looking somewhat fearful. Millions of thoughts raced through the Doctor's mind, and none of them were good. He ran the rest of the way up the stairs, turning the knob to her door, only to find it locked.

"Oh god.." , he whispered, as he began throwing his weight against the door, trying to force it open. Her mother was now screaming through the door at Kay, begging to know if she was okay, but only silence followed. After a few seconds, the door flew open, and the Doctor rushed inside.

"No..Kay..No.." , he whispered, as her mother fell to her knees in the doorway.

"NOO!", the Doctor screamed, starting awake. He had been sleeping. It was just a dream. It was only a dream. He panted, falling back onto the bed, his two hearts racing like mad, Kay's jacket still clutched in his hand.

"Was only a silly dream.." , he whispered to himself, relief settling over him. But that relief only lasted a minute or so. What if all of that wasn't a dream? What if she had done something reckless? He knew how she could get when she was upset over something. Even something as stupid as him.

He sighed, sitting up on the bed, wiping away the thin sheen of sweat that had gathered over his forehead during his recent nightmare. He was a mess. He needed to pull it together and get back to Earth as soon as possible. The Doctor stood and was about to leave when he noticed a small journal on the bedside table. He reached for it hesitantly, afraid that it might be her diary, but decided that he had already done enough damage as it was, and that looking through what could be her diary wouldn't be that bad in the grand scheme of things. He flipped open the book and decided on a page far in the back, being as she had nearly filled it up completely.

The date was from a few days before, and the entry wasn't a long one, but it still made his stomach drop.

"Dear Diary,

the Doctor has started acting strange lately. He just doesn't seem happy anymore. I fear that he's growing tired of me. I know I must annoy him, with all my questions and stupid remarks. I worry that my time with the Doctor is drawing to a close. I keep having nightmares about it, and I pray they won't come true like the others. I don't want to bring it up with him, because I'm afraid he'll confirm everything. I just want to spend as much time with him as possible, so that's what I'll do. Even if I have to fake happiness."

He dropped the diary to the bed and sighed heavily, wiping away the tears that threatened to fall once again. She knew that he was leaving her? She knew this whole time? But how? These questions burned in his mind, but perhaps the one that burned the brightest was this: She thought, that he was tired of her? He kicked himself mentally for his actions the past few days. In all the travels that he had been on with her, he had never acted so distant, as he had the past few days. Of course she would pick up on it. But he wasn't leaving her because he was tired of her. No, it was completely on the contrary.

It was because he was beginning to feel something, and he couldn't let that continue. Humans only lived so long, and he had eternity. He had already lost so many people because of this. He would always be alone. Always. But...But he didn't want to be alone anymore. He didn't want to leave anyone else behind anymore, and especially not Kay.

He raced into the main room of the TARDIS and began flipping switches and pulling levers at the controls.

"Come on old girl! We're going back to Earth! ALLON-SY!"

Kay sat in the living room of her grandfather's house, surrounded by her family, who were all trying to comfort her.

"He'll be back I-I'm sure!" her mother reassured, patting her on the arm. Kay just shrugged, staring at her hands that were twisting together nervously in her lap.

"I knew that this was going to happen. I just didn't think it would happen so soon. I've been having dreams about it for a week or so." , she murmured sadly. "I mean, he didn't even let me have my stuff!"

"But why would he just leave you like this? With no goodbye, with no explanation?" , her cousin asked, scooting closer.

"I don't know... I think... that he was getting bored. With me." , she swallowed hard. "I mean, I'm not the most interesting person in the world.." she whispered, her eyes filling with tears again.

"Oh honey.." , her mother cooed as she hugged her daughter to her. Kay sighed, cuddling against the only other person in the universe that made her feel safe. Her heart clenched in her chest at the thought of the Doctor and how much he meant to her. It was stupid really. She should have known. No one ever stuck around when she needed them. Her mind immediately raced to all the other people who had left. Her brother. Her friends. They had all left her without so much as a second glance. And now, so had the Doctor.

But she should have known from the very beginning that he would leave. She knew what had happened to his previous companions. Knew that he had to let them go because they didn't live forever like him. That in the end, he was more important. His emotions mattered more. Because he was a Time Lord. The last of his species. And she was just a human. A stupid, pathetic human. And she would never measure up. No one ever would.

"I-I think I'm going to go take a walk... Clear my head." , Kay finally announced, detaching from herself from her mother and standing up.

"That's a good idea sweetie. Just don't be out too late. And _please _don't do anything reckless." , her mom urged. Kay sighed.

"I promise I won't, mom. I promise. I just need to think. After all, I'll be sticking around for awhile." she said with a sad smile. Her mother merely nodded as Kay stepped out the front door and into the cool autumn afternoon. She shivered as goosebumps rose along her skin.

"Wish I would've brought my jacket.." , she muttered, realized where she had left it, then sighed.

Kay walked along the road for a while , marveling at the golden, red, and orange leaves blowing in the breeze. She had always loved autumn. Ever since she was little, around August she'd start dragging out her family's Halloween decorations, much to her mother's annoyance.

"It's not time yet, sweetheart." her mother would say.

"It's always time, mom." she would defend, hanging up pictures of jack o' lanterns, hairy spiders, and witches.

It suddenly struck Kay that today was October 30th. Tomorrow was Halloween. She had planned on spending tomorrow with the Doctor, going on some silly adventure, but that wasn't going to happen. At least she could go trick-or-treating with her cousin like she used to. They used to have so much fun together when they were children. But then she had become depressed, and then came the Doctor. She knew her leaving had been hard on Caleb, but she figured, at first, that her travels with him wouldn't last long. Then she felt as if they would last forever, and then..they were over.

Kay shook her head as she returned to reality. She needed to stop thinking about him. What she needed to do, was buy a Halloween costume.

A few blocks later, she arrived at the town's costume shop. Stepping inside, breathing a bit heavy because she had chosen to run instead of walk, she took in the stores' vast amount of costumes. She perused the racks, groaning in annoyance at some and 'oohing and ahhing' at others.

"Can I help you?" , a young woman with blond hair, and pretty red lips, asked after a few minutes of watching Kay.

"Uh.. I'm good, thanks." , Kay finally replied, smiling as politely as she could. The girl clicked her tongue in disapproval and moved around Kay in circles, to get a better look at her.

"No, come on. I can tell you're going to get the wrong thing. You like to play it safe, don't you?" , she asked, watching Kay without blinking. Kay frowned, turning away from the racks of costumes to stare at the girl in disbelief.

"Excuse m-"

"Do you, or do you not?" , the girl repeated calmly.

"I-I guess..?" Kay replied, slightly confused. The girl began running her finger along the rack and stopped nearly a row away.

"Here." , she said simply, pulling out a Little Red Riding Hood costume. "This way, you don't have to show a lot of skin to be cool."

Kay took the costume, in awe. She had always loved Little Red Riding Hood. She had always saw a bit of herself in her.

"H-how did you know?" , Kay asked, now clutching the costume to her chest. The woman chuckled and waved her hand in dismissal.

"You work here long enough, honey, you get to know how people think." , she said grinning, as she stepped back behind the counter.

Five minutes later, Kay was making her way back across town to her family, a smile plastered on her face, a new costume in her hand, and a sense of hope in her heart.

Around 8 PM that night, the Doctor arrived back at Kay's grandfather's house, and sprinted up to the door, completely ready to grovel. He knocked on the front door and seconds later, her grandmother opened the door with a look of pleasant surprise on her face.

"Well... look who it is. Mr. Fancy Man. Come to your senses and want my granddaughter back, do ya? Well, you're a bit too late. She's at home with her mom and dad. Looked pretty happy when she left to." she said quickly, never giving him a chance to respond. The Doctor stared.

"H-Happy? What do you mean happy?" , he asked, stepping into the house and closing the door behind him. The old woman shrugged, shuffling into the living room to sit down in her chair at the table. The Doctor followed, anxiously awaiting an answer.

"Mrs. Miller, what do you mean happy?", he asked again.

"She had some costume and was giggling over it being Halloween tomorrow. I think her and her cousin are going to some party or...or...Masquerade Ball! Yes! That's what they called it. They're going to a masquerade ball tomorrow at the local high school." , she finished, flipping through the channels on her television, absent-minded.

"Well...I guess I'll just be on my way then.." , he muttered after a few seconds silence. "Nice talking to you."

"Wait just a minute! You're not thinking of bothering my granddaughter this late at night, are you? Let the poor girl sleep!" , she snapped, suddenly annoyed.

"I-It's not that late out-" , he started, only to be interrupted.

"It's. Late." , she repeated sharply. "You're staying here tonight. You can go crawling back to her in the morning." , she said, beginning to climb the stairs. The Doctor just stood there, stunned at the old woman's behavior. "Well, come on then!" , she shouted, spurring the Doctor forward and up the stairs.

"You can sleep here. It should be sufficient enough. You don't sleep in some kind of pod or anything do you? Because I don't have anything like that." , she muttered calmly, staring up at him. The Doctor chuckled and patted her on the arm. He liked her.

"No, no. No pods. This bed'll do just fine. Thank you."

"Goodnight, sweetie." she said, closing the door, and leaving him in complete darkness.

"Goodnight, Mrs. Miller." he whispered. "Goodnight."

Later the next day, Kay stood in her cousin's living room, grinning like an idiot, as she waited on Caleb to finish getting ready. He was going as 'The Zombie King' , a character he had made up himself. Kay had always thought it a bit silly, but then again, that was the point of Halloween, wasn't it?

"Are you almost done?" , she called as she adjusted her own costume in front of a mirror.

"Give me a second, damn it!" , he shouted from his room. Kay giggled excitedly. She was SO ready for this party. She hadn't done anything like this in a long while, even when she was with the Doctor. Her smile faltered for a second, but reappeared a moment later. This was her night to have fun and let go. Nothing and no one would stand in her way. Especially not the Doctor.

Just then, her cousin appeared in the door way, his zombie mask in place, and his clothes a dirty, ragged mess.

"Well, whataya think?" , he asked, his voice now muffled. Kay chuckled.

"Well, it's convincing." , she giggled, patting him on the shoulder. "Come on. We've got a ball to get to."

"Do you have your mask?"

"Yeah." , she muttered, admiring her elaborate red, black, and gold masquerade mask.

"Let's do this."

"Here, dear." , Mrs. Miller said, setting a pair of fuzzy wolf ears and a tail in front of the Doctor. He slowly put down the coffee he was drinking and gave the old woman a long look.

"What, are those?" , he asked, nearly afraid of what her answer would entail. She frowned and picked them up, just to throw them into his lap.

"You're going to need some sort of costume if you're going to meed my granddaughter at that party. Oh, and you'll need this." , she finished, passing him a gorgeous black and gold mask. "Now, come here and let me paint your nails." She then laid a bottle of black nail polish on the table, causing the Doctor to slide out and away from the table quickly.

"No, no, no, no, no! Why do I need that?! What kind of costume is this?" , he groaned, now standing on the other side of the room. Mrs. Miller sighed, exasperated.

"Sit down, Doctor." , she said calmly.

"Why can't you just tell me what this is a-"

"SIT. DOWN." , she thundered. The Doctor sat without hesitation, laying his hands out flat on the table so she could begin painting.

"Now. You are going as a werewolf, to compliment Kay's outfit. I only got ears and a tail because I figured the rest would embarrass you. The polish is here because wolves don't have pretty, clear nails like you do. Now. Does that answer all of your questions?" , she finally asked, painting a third nail. The Doctor sighed and nodded.

"I believe so. Oh, wait, what's Kay going as?"

Mrs. Miller smiled, shaking her head.

"You'll find out for yourself."

Kay shuddered with excitement as they stepped into the high school gymnasium. The room was dark, illuminated only by the flashing strobe lights on either side of the gym. The air felt thick, heavy, and humid, causing Kay to take a deep breath as she tried to adjust. The bass pumped loudly, and every person in the room's face was hidden behind a finely designed mask.

It was almost eerie here, Kay thought, as everyone turned to look at them as they entered the room. The music was so loud, but no one was dancing. Just... swaying slightly from side to side. Some swayed in groups, others alone. Kay felt goosebumps rise along her skin just watching the lot of them.

"Well, this is...different..." , Caleb said over the pumping stereo. Kay nodded, glancing around nervously.

"Different... is an understatement." They stepped onto the dance floor, edging in between somewhat stationary bodies. When they got to the middle of the room, the music changed to a more upbeat tune, and the party goers began moving like regular teenagers again.

"Hello there, Little Red Riding Hood. You're looking particularly vivacious tonight." , someone whispered in Kay's ear. She jumped, spinning around quickly. A man wearing a plain black suit and a black and red mask, much like Kay's stepped back grinning. She looked him over uneasily.

"Um...May I help you?" , she asked watching with some disbelief as Caleb began following a blonde girl in a cat outfit to the other side of the room. The man took a step closer and pulled off his mask, revealing a set of gorgeous blue eyes. "I don't know, maybe.." , he flirted. Kay smiled, blushing. "My name is James. And yours?"

"Kay..", she giggled, taking his hand and following him to a nearby table. "My name's Kay.."

The Doctor stepped into the crowded gymnasium, his mask and ears in place. He had refused to wear the tail, but he had changed his suit from one of dark blue to one of a deep brown. His eyes scanned the crowd anxiously, looking for Kay.

"Uh...what are you supposed to be?" , a girl slurred as she stumbled over to him, clearly drunk.

"Apparently, a werewolf. You haven't see a girl named Kay by chance, have you?" he asked quickly, still searching the room.

"...Who's Kay?" , she asked, sipping out of her red plastic cup. The Doctor sighed irritably, finally looking over at her. He contemplated being rude to the woman, but decided against it, realizing that she most likely meant no harm. "She's...someone I care about a great deal. I lost her and I need to get her back. She's here somewhere. Trouble is, I don't know what she came as." he finished, taking off his mask.

The girl smiled sadly, patting him on the shoulder. "I'm sure you'll find her sir. You got a look about you that says you don't give up very easily, you know that? Everything's going to work out." And with that, she stepped away and back into the crowd. The Doctor smiled sadly, watching the couples hold each other close and move in time with the music. He knew he would never have anything like that, no matter how hard he tried. And that might have been the notion that hurt him the most.

" Can I get you something to drink?"

"...Depends on what the drink is.."

The Doctor started, turning towards the direction the voices had came from. Kay was standing against a nearby wall with a man. A man who was staring at her luridly and not even hiding it. A _man _was _staring _at _Kay. _The Doctor made a sound deep in his throat somewhat like a growl, and made his way quickly straight towards Kay and her new _friend. _

"What do you think you're doing?" , someone asked before grabbing his arm and pulling him back. The Doctor turned, ready to swing on anyone who dared to hold him back, but stopped when he realized who it was.

"Oh. It's you. Kay's cousin or whoever. Listen, could you let me go? I have to eradicate someone from the face of the earth." , he muttered quickly, slight urgency creeping into his voice as he yanked his arm out of Caleb's grasp. He turned to walk away but got pulled back, this time with more force.

"No. You're going to stay away from Kay. You're going to get back on your little time machine, and go back to whatever planet you came from, alright alien boy?" , Caleb growled as he pushed the Doctor towards the exit. "Do you understand?"

A muscle in the Doctor's jaw twitched in anger as he attempted to remain calm. Who did this poor excuse of human think he was? He certainly wasn't Kay's guardian, he was much too young for that. And much too stupid.

"You do not tell me where I go, or what I am to do. Do _you _understand _me_? You will not keep me from Kay. Do you understand me? She'd be better off with me than you any day, boy, and she certainly wouldn't be better off with him." , he nearly whispered, his tone dark and more frightening than it had ever been before as he stepped closer to Caleb, now only a few inches away. Caleb swallowed as his eyes grew as wide as saucers. "Now nod your head if you understand." Caleb nodded quickly, stepping backwards. "Good boy. Now-"

When the Doctor turned back in Kay's direction, he nearly screamed out loud. Kay had disappeared and so had the man. All because of that stupid, nosy idiot. But he didn't have time for thoughts like that now. He could plan the boy's demise later, right now he had to find Kay.

"God, it's so beautiful out here!" , Kay breathed, staring up at the starry night sky. "All the time that I went to school here, and I never knew that this courtyard existed." James chuckled and sat down on a nearby bench, patting the seat next to him.

"Well, let's just say that during my time here, I explored a lot. Mainly to get out of class, but hey, I still graduated." he grinned, staying quiet for a bit afterward, just staring at Kay.

"What?" , she murmured, beginning to blush. James chuckled, looking down at his lap.

"You're really pretty, has anyone told you that before?" he whispered, shifting closer. Kay blushed a deeper red than she thought possible as she struggled for words due to his close proximity. In that moment a new exciting thought entered her mind. Maybe she could start over again. Maybe she could start over with James, he seemed honest enough. God knew he was handsome enough. Maybe he was just the fresh start that she needed. He could be everything that the Doctor wasn't. Tell her everything she wanted to hear. She wouldn't have to worry about growing older alone, or being left behind because she had developed feelings for the man. He was human. He wasn't something that may or may not be just a story in someone's eyes. He was tangible. Real. Warm.

This new hope flashed through her mind and touched her heart, lighting up her face and making her smile. "No..No they haven't." , she finally whispered as he leaned in and she followed suit. Their lips met and Kay smiled into the kiss, scooting closer. James made a sound somewhat like a giggle and wrapped his arms around her waist, closing the distance completely. The night air warmed and Kay felt as if she was soaring on air. She had never been this happy before in her life, and her heart nearly skipped a beat at the thought.

Behind the bench where James and Kay sat intertwined, a door shrouded in darkness opened silently and a figure crept out. And if Kay had listened closely, she could have heard the distinct sound of two hearts breaking.

The Doctor swallowed hard as he stepped back into the school and closed the door behind him. Through the window, he could still see their shifting shadows being cast upon the ground, coming together and moving apart slowly. The very sight made his stomach churn. How could he have been so stupid? Why did he leave in the first place? Well, he knew why he had left. He left because he was afraid of what he was feeling. He ran, just like always. Putting his feelings first. The more he thought about it, the more his sadness seemed appropriate. He was getting what he deserved. Kay deserved her happiness. And he couldn't give it to her. Never.

But he had been so willing to try before. Would have given anything for the chance to start over with her. But now... he wasn't so sure that he should interfere. She looked genuinely happy. Something that even in the lightest of times, he felt that he had never given her. Genuine happiness. She was always worrying for his safety or for hers or for some seemingly forsaken species. Never had a moment of rest since they had been together. He had failed.

Guilt crept over him and settled deep within, eating away at his insides. He had failed her and he had failed himself. Whatever chance he had had with her was now gone. Caleb was right. He needed to go. She _was_ better off without him. He laid his hand on the glass of the window, drawing in a ragged breath.

"Goodbye Kay." , he whispered, watching as she held the man's hands and listened to whatever he was murmuring. But he couldn't move. He couldn't leave her like this. Not again. So he decided to wait. He'd walk her home and say goodbye. But not without telling her how he felt. Just this once, he would lay everything out on the table. No words would be left unsaid tonight.


End file.
